CIBC Private Investment Counsel Inc.

NP 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Coordinated Review -- Registered dealer exempted from the requirements of section 36 of the Act, subject to certain conditions, to send trade confirmations for trades that the dealer executes on behalf of client where: client's account is fully managed by the dealer; account fees (excluding administrative charges) paid by the client are based on the amount of assets, and not the trading activity in the account; trades in the account are only made on the client's adviser's instructions and in accordance with client's investment policy statement; the client agreed in writing that confirmation statements will not be delivered to them; confirmations are maintained in dealer's books and records; and the client is sent monthly statements that include the confirmation information.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 36, 147.

August 7, 2008

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ONTARIO AND NEWFOUNDLAND AND LABRADOR

(the Jurisdictions)

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

CIBC PRIVATE INVESTMENT COUNSEL INC.

(the Filer)

DECISION

Background

The securities regulatory authority or regulator in each of the Jurisdictions (Decision Maker) has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) for an exemption from the requirement to deliver trade confirmations (the Confirmation Requirement) to its clients (the Clients) who trade in certain mutual funds (the Exemptive Relief Sought).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a coordinated review application):

(a) the Ontario Securities Commission is the principal regulator for this application, and

(b) the decision is the decision of the principal regulator and evidences the decision of each other Decision Maker.

Interpretation

Terms defined in National Instrument 14-101 Definitions have the same meaning if used in this decision, unless otherwise defined.

"Accounts" means fully managed accounts.

"Administrative Charges" means charges for minor items such as wire transfer requests, account transfers, withdrawals, de-registration and other administrative services.

"Fixed Percentage Fee" means a non-transactional fee.

"ICPM" means investment counsel and portfolio manager or local equivalent.

"LMD" means limited market dealer.

"Managed Account Agreement" means a written agreement in respect of an Account.

"Offer" has the meaning set out in paragraph 7 below.

"Omitted Information" has the meaning set out in paragraph 8 below.

"Services" means fully managed account services.

Representations

This decision is based on the following facts represented by the Filer:

1. The Filer is a corporation incorporated under the laws of Canada and has its head office in Toronto, Ontario.

2. The Filer is currently registered as an ICPM in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec New Brunswick, Newfoundland and Labrador, Nova Scotia, Prince Edward Island, Yukon, Northwest Territories and Nunavut, and as an LMD in Ontario and Newfoundland and Labrador. To the best of its knowledge, the Filer is not in default of securities legislation in any jurisdiction.

3. The Filer provides its Clients with Services that consists of Accounts that will be managed by a representative of the Filer who is licensed as an ICPM in the jurisdiction in which such representative provides the Services. Each of the employees of the Filer who conduct adviser activities in connection with he Services will meet the proficiency requirements of a portfolio manager or associate portfolio manager under the Legislation of the Jurisdiction.

4. To retain the Services of the Filer, the Client:

(a) enters into a written Managed Account Agreement with the Filer setting out the terms and conditions and the respective rights, duties and obligations of the Client and the Filer; and

(b) with the assistance of the Filer, completes an investment policy statement that outlines the Client's objectives and level of risk tolerance.

5. Under the Managed Account Agreement:

(a) the Client grants full discretionary trading authority to the Filer and the Filer is authorized to make investment decisions and to trade in securities on behalf of the Client's Account without obtaining the specific consent of the Client to individual trades, provided such investment decisions and trades are made in accordance with the Client's investment policy statement referred to in paragraph 4(c) hereof;

(b) the Client agrees to pay a Fixed Percentage Fee calculated on the basis of the assets in the Client's Account which will not be based on transactions effected in the Client's Account; and

(c) unless otherwise requested by the Client, the Client waives receipt of trade confirmations as required under the applicable Legislation.

6. The Fixed Percentage Fee is not intended to cover Administrative Charges. The Filer provides a list of Administrative Charges information to all Clients.

7. The Filer wishes to make certain mutual funds available on its platform to certain Clients on an exempt basis (the "Offer"). In furtherance of the Offer, the Filer would rely on its LMD registration to facilitate these trades.

8. The Filer would provide to each client who is participating in the Offer and has waived receipt of trade confirmations a monthly statement of account that will identify the assets being managed on behalf of the Client and include, for each trade during the period, the information required under the Confirmation Requirement in the applicable Legislation, except the following information (collectively, the "Omitted Information"):

(a) the date and the name of the stock exchange or commodity future exchange, if any, upon which the transaction took place;

(b) the fee or other charge, if any, levied by any securities regulatory authority in connection with the trade;

(c) the name of the salesperson, if any, in the transaction;

(d) the name of the dealer, if any, used by the Filer as its agent to effect the trade; and

(e) if acting as agent in a trade, the name of the person or company from or to or through whom the security was bought or sold.

9. The Filer will maintain the Omitted Information with respect to a Client in its books and records and make the Omitted Information available to the Client on request.

10. The Filer will make inquiries to learn the essential facts about each Client, to determine the general investment needs and objectives of the Client, the appropriateness of the recommendations made to the Client and the suitability of the proposed transactions for the Client to comply with its "know your client" obligations; to ensure that the investment objectives of the Client are being diligently pursued; and to ensure that the Account is being conducted in accordance with applicable law.

Decision

Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision.

The decision of the Decision Makers under the Legislation is that the Exemptive Relief Sought is granted provided that:

(a) the Client has previously informed the Filer that the Client does not wish to receive trade confirmations for the Client's Accounts; and

(b) in the case of each trade for a Client's account the Filer sends to the Client the corresponding statement of account that include the information referred to in paragraph 8.

SCHEDULE "C"

Table of Concordance & Fees Payable

All section references are to the securities statute in force in the applicable jurisdiction